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Wrestling the CEO
By Ailish M. Nic Phaidin, MPRII

Did you ever go to an Annual Member’s Meeting and some snotty nosed little shareholder has the audacity to take the microphone, place him or herself firmly in the spotlight and proceed to brutalize the charming and competent chairman? It’s not a pretty sight. In fact, it’s as miserable as the umpteen viewings of Bill Clinton’s umpteen mea culpa’s to the population at large.

There’s a saying that misery likes company, and indeed there’s plenty of misery around to keep everybody company. There should be no need to whine about being left to one’s own devices at a corporate meeting. Yes, I understand it’s an intimidating moment to see a besuited, bespeckled, besmirched and besotted chairman emerging from the bowels of Mahogany Row to speak at the assembled throngs of well-wishers, fans, followers and forlorn wretches that people such gatherings.

There’s always a tingle of excitement when the chairman, CEO, CFO and senior counsel parade themselves in single file to the public across the vast stage of openness, transparency and accountability. I’ll not discuss the position of president because he (rarely she) is usually a commingled human being in the form of the Chairman or the CEO. Sometimes he is all three in one, just like the three persons in one God: the Father, the Son and the Holy Spirit. And, they’ve changed that from the Holy Ghost. Maybe that’s because there’s a panoply of reasons for changing such titles, not least of which could be our adjournment of belief in such a nether worldly entity.

Then there’s the buzz around the hall until all hindmost backsides are firmly seated on the austere chairs arranged in fiduciary pecking order. There is usually a marked decrease in the noise level as soon as the plastic bottled water (strategically placed to annunciate the sponsor’s name) is finished gurgling into the pristine glasses. Then, glasses on point of nose, gavel in hand, the chairman opens the posturing with a bang.

The unfortunate and harried secretaries are usually placed at strategic locations around the hall – not too many, in case too many people want to ask awkward questions – with hand-held microphones like baseball bats to rummage through the brains of anyone with enough courage and temerity to ask a question.

The hopelessness and helplessness of the whole thing is overwhelming. A new and/or extended Sarbanes-Oxley Act is badly needed for such occasions. There’s also the fact that small shareholders rarely read the advanced package of pumped up paraphernalia that arrives in advance of Annual Member’s Meetings. There’s also the little matter of the small shareholder rarely understanding the contents of the advance package. Such is the wise and wondrous “way of the cross” that must be borne out at such events, particularly when there may be a few ghosts hidden in a few closets.

Take the example of the CEO’s pay package. (I’ll take it any day.) But seriously, what portion of that package is divulged on any document? In the broad scheme of Annual Member’s Meetings the shareholders are predominantly large insurance companies or pension plans who hold wads of shares, and proxy votes, that can turn the event into a rubber stamp the size of a quarter and the whole thing is over in thirty minutes. They’re not usually interested in such trivialities. But, it’s your money and you should know.

I’m a strong advocate of the small shareholder having a solid voice at such functions. So, at least six weeks prior to the big event allocate at least two hours every evening to research your adversaries because corporate officials are usually the small guy’s adversary. Thus, there is an inbuilt conflict. Conflict is usually a positive element at these meetings because it usually means that the executive officials must transport some semblance of transparency into their public corporate documents. I don’t, for one moment, advocate that any nature of proprietary subject matter be divulged. We have little enough advantage over our competitors.

However, if you really want to know all the perks, packages and profits that are handed to the CEO, start researching. Begin with google.com or any other search engine – don’t forget to largely ignore pages 1 through 5 as those usually contain most recent and often irrelevant information. Don’t forget, if the pre-package contains anything you don’t fully understand, contact the corporate investor relations office and get answers.

Shareholders, a.k.a owners, should be in a position to vote on the pay package for the CEO. They should also be able to vote on booting, or otherwise, various board members off the main board and/or various committees should there be evidence of wrongdoing or malfeasance of any kind. At present, this is not an option; however, it should be one. Make yourself audible. But, be careful what you wish for – it may be worse than the ghost that you know about. Tread lightly, and don’t wrestle in the mud.

Ailish M. Nic Phaidin, MPRII ©
President & CEO
Access Link International, Inc., Public Relations & Marketing Counselors
Phone: 321-952-2978 Email: Ailish@AccessLinkInternational.com